HeartBeam Inc美股招股说明书(2026-04-16版)

Prospectus Supplement(to Prospectus dated March 17, 2026) HEARTBEAM, INC. 12,500,000 Shares of Common Stock We are offering 12,500,000 shares of our common stock, par value $0.0001 per share, (the “Common Stock”) at an offering price of$0.80 pursuant to this prospectus supplement and the accompanying base prospectus. This offering is being underwritten on a firmcommitment basis. Our Common Stock and warrants are listed on The Nasdaq Capital Market under the symbol “BEAT” and “BEATW”, respectively. OnApril 14, 2026, the last reported sale price of our Common Stock on The Nasdaq Capital Market was $1.20 per share. (1)We have agreed to reimburse the underwriters for certain expenses. See “Underwriting” on page S-24 of this prospectussupplement for additional disclosures regarding underwriting compensation and estimated offering expenses. We have granted the underwriter an over-allotment option. This option, which is exercisable from time to time, for up to 30 days afterthe date of this prospectus supplement, permits the underwriter to purchase up to an aggregate of 1,875,000 additional shares ofcommon stock. The purchase price to be paid per additional share of common stock shall be equal to the public offering price of oneshare of common stock equal to $0.80, less the underwriting discount. Investing in our securities involves a high degree of risk, including that the trading price of our Common Stock has beensubject to volatility. See “Risk Factors” beginning on page S-19 of this prospectus supplement, page 7 of the accompanyingbase prospectus and under similar headings in the documents incorporated by reference into this prospectus supplement andthe accompanying base prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriter expects to deliver the securities against payment on or about April 16, 2026. The date of this prospectus supplement is April 14, 2026 Sole Bookrunner Titan Partners a division of American Capital Partners TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1OFFERING SUMMARYS-17RISK FACTORSS-19SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSS-20USE OF PROCEEDSS-21MARKET PRICE OF OUR COMMON STOCKS-21DIVIDEND POLICYS-21CAPITALIZATIONS-21DILUTIONS-22DESCRIPTION OF SECURITIES WE ARE OFFERINGS-23UNDERWRITINGS-24LEGAL MATTERSS-30EXPERTSS-30INCORPORATION BY REFERENCES-31 Prospectus ABOUT THIS PROSPECTUSiiTHE COMPANY1RISK FACTORS7SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS7USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF DEBT SECURITIES10DESCRIPTION OF WARRANTS16DESCRIPTION OF RIGHTS17DESCRIPTION OF UNITS17PLAN OF DISTRIBUTION18LEGAL MATTERS20EXPERTS20WHERE YOU CAN FIND MORE INFORMATION20INCORPORATION BY REFERENCE21 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement that we filed with the U.S.Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. This document is in two parts. The first part isthis prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained inthe accompanying base prospectus and the documents incorporated by reference herein. The second part, the accompanying baseprospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of thisdocument combined. To the extent there is a conflict between the information contained in this prospectus supplement and theinformation contained in the accompanying base prospectus or any document incorporated by reference therein filed prior to the dateof this prospectus supplement, you should rely on the information in this prospectus supplement; provided that if any statement in oneof these documents is inconsistent with a statement in another document having a later date-for example, a document incorporated byreference in the accompanying base prospectus-the statement in the document having the later date modifies or supersedes the earlierstatement. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in somecases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of ouraffairs. Yo